SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEONE DOUGLAS M

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAFEPRESS INC. [ PRSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	04/03/2012		C		398,095	A	⁽¹⁾	398,095	I	See footnote⁽²⁾
Common Stock⁽¹⁾	04/03/2012		C		1,272,726	A	⁽¹⁾	1,272,726	I	See footnote⁽³⁾
Common Stock⁽¹⁾	04/03/2012		C		138,463	A	⁽¹⁾	138,463	I	See footnote⁽⁴⁾
Common Stock⁽¹⁾	04/03/2012		C		40,203	A	⁽¹⁾	40,203	I	See footnote⁽⁵⁾
Common Stock⁽¹⁾	04/03/2012		C		16,587	A	⁽¹⁾	16,587	I	See footnote⁽⁶⁾
Common Stock⁽¹⁾	04/03/2012		C		912,304	A	⁽¹⁾	912,304	I	See footnote⁽⁷⁾
Common Stock⁽¹⁾	04/03/2012		C		124,405	A	⁽¹⁾	124,405	I	See footnote⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁾	04/03/2012		C			398,095	⁽¹⁾	⁽¹⁾	Common Stock	398,095	$0	0	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	04/03/2012		C			1,272,726	⁽¹⁾	⁽¹⁾	Common Stock	1,272,726	$0	0	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	04/03/2012		C			138,463	⁽¹⁾	⁽¹⁾	Common Stock	138,463	$0	0	I	See footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	04/03/2012		C			40,203	⁽¹⁾	⁽¹⁾	Common Stock	40,203	$0	0	I	See footnote⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	04/03/2012		C			16,587	⁽¹⁾	⁽¹⁾	Common Stock	16,587	$0	0	I	See footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽¹⁾	04/03/2012		C			912,304	⁽¹⁾	⁽¹⁾	Common Stock	912,304	$0	0	I	See footnote⁽⁷⁾
Series B Convertible Preferred Stock	⁽¹⁾	04/03/2012		C			124,405	⁽¹⁾	⁽¹⁾	Common Stock	124,405	$0	0	I	See footnote⁽⁸⁾
Stock Option (right to buy)	$18.42	04/03/2012		A		13,645		⁽⁹⁾	04/03/2019	Common Stock	13,645	$0	13,645	D

Explanation of Responses:

1. Each share of Issuer's Series B Convertible Preferred Stock automatically converted into one share of Issuer's Common Stock upon the closing of the Issuer's initial public offering and had no expiration date.

2. Shares held of record by Sequoia Capital IX, L.P. ("SC IX"). The Reporting Person is a Managing Member of SC IX.I Management, LLC ("SC IX.I Management"), the general partner of SC IX, and may be deemed to share voting and dispositive power with respect to the shares held by SC IX. The Reporting Person disclaims beneficial ownership of the securities held by SC IX except to the extent of his pecuniary interest therein.

3. Shares held of record by Sequoia Capital XI, LP ("SC XI"). The Reporting Person is a Managing Member of SC XI Management, LLC ("SC XI Management"), the general partner of SC XI, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI. The Reporting Person disclaims beneficial ownership of the securities held by SC XI except to the extent of his pecuniary interest therein.

4. Shares held of record by Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). The Reporting Person is a Managing Member of SC XI LLC, the managing member of SC XI PF, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. The Reporting Person disclaims beneficial ownership of the securities held by SC XI PF except to the extent of his pecuniary interest therein.

5. Shares held of record by Sequoia Technology Partners XI, LP ("STP XI"). The Reporting Person is a Managing Member of SC XI LLC, the general partner of STP XI, and may be deemed to share voting and dispositive power with respect to the shares held by STP XI. The Reporting Person disclaims beneficial ownership of the securities held by STP XI except to the extent of his pecuniary interest therein.

6. Shares held of record by Sequoia Capital Entrepreneurs Annex Fund, L.P. ("SC Annex"). The Reporting Person is a Managing Member of SC IX.I Management, the general partner of SC Annex, and may be deemed to share voting and dispositive power with respect to the shares held by SC Annex. The Reporting Person disclaims beneficial ownership of the securities held by SC Annex except to the extent of his pecuniary interest therein.

7. Shares held of record by Sequoia Capital Franchise Fund L.P. ("SCFF"). The Reporting Person is a Managing Member of SCFF Management, LLC ("SCFF Management"), the general partner of SCFF, and may be deemed to share voting and dispositive power with respect to the shares held by SCFF. The Reporting Person disclaims beneficial ownership of the securities held by SCFF except to the extent of his pecuniary interest therein.

8. Shares held of record by Sequoia Capital Franchise Partners L.P. ("SCFP"). The Reporting Person is a Managing Member of SCFF Management, the general partner of SCFP, and may be deemed to share voting and dispositive power with respect to the shares held by SCFP. The Reporting Person disclaims beneficial ownership of the securities held by SCFP except to the extent of his pecuniary interest therein.

9. The option award vests as to 4,086 shares on 04/03/2013, and the remaining shares vest monthly thereafter from 04/03/2013 to 04/03/2016. Notwithstanding the foregoing, the option award shall become vested if the Reporting Person is not re-elected after standing for re-election at the end of his term as a member of the board of directors of the Issuer, or a Change in Control occurs with respect to the Issuer during the Reporting Person's service as a member of the board of directors of the Issuer.

	/s/ Melinda Dunn, Attorney-in-Fact	04/03/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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